TRADE UP TERMS AND CONDITIONS

Under the Riverbed Trade Up Program, Riverbed may make credits available towards the purchase of certain models of new products ("New Products") in exchange for the end user ("End User") disposing of previously purchased Riverbed products that are eligible for trade up credit ("Old Product") in accordance with these terms and conditions and any disposal instructions (the "Disposal Instructions") provided by Riverbed or its third party provider ("Provider"). To be eligible, both the New Product and the Old Product must be included on Riverbed's then current list of products eligible for trade up credit, the End User must provide the serial number of the Old Product prior to time of purchase of the New Product, the end user must be the original purchaser of the Old Product and must have purchased the Old Product from Riverbed or an authorized Riverbed channel partner, the end user must hold free and clear title to the Old Product, and the end user must have used the Old Product for its own internal use (e.g. end user cannot be a leasing company that purchased the Old Product and leased the Old Product to a third party). Credits would be made available by Riverbed to the End User directly if the End User purchases the New Products directly from Riverbed, or to the Riverbed channel partner from which End User purchases the New Product; End User should contact the applicable Riverbed channel partner regarding the credit.

The End User must dispose of the Old Product in accordance with the Disposal Instructions within one hundred twenty (120) days of Riverbed's shipment of the New Product. If End User does not dispose of the Old Product in accordance with the Disposal Instructions within one hundred twenty (120) days of Riverbed's sale of the New Product, then Riverbed reserves the right to (a) terminate End User's support plan on the Old Product and/or the license to use the Old Product, or (b) charge End User for, and End User will promptly pay, the amount of the trade up credit provided by Riverbed. The software included on or with the Old Product is licensed pursuant to Riverbed's end user license agreement located at www.riverbed.com/license (the "EULA") and the Old Product may not be sold or transferred to any third party. Such license to use the software on the Old Product shall terminate upon the earlier of (a) one hundred twenty (120) days of Riverbed's shipment of the New Product, or (b) the End User's installation of the New Product in production.

If the Old Product is covered by a Riverbed support contract that was originally purchased directly from Riverbed, and Riverbed receives notice from the Provider that the End User disposed of the Old Product in accordance with the Disposal Instructions within one hundred twenty (120) days after Riverbed's shipment of the New Product, then the support contract shall be terminated on the date of such notice and within forty five (45) days of Riverbed's receipt of such notice, Riverbed shall provide End User with a credit equal to the amount of any unused prepaid support fees received by Riverbed for the support contract covering such Old Product from the date of such notice through the end of such pre-paid support term.

If the Old Product is covered by a Riverbed support contract that was originally purchased from a Riverbed channel partner, End User is purchasing the New Product from that same Riverbed channel partner, and Riverbed receives notice from the Provider that the End User disposed of the Old Product in accordance with the Disposal Instructions within one hundred twenty (120) days after Riverbed's shipment of the New Product, then the support contract shall be terminated on the date of such notice and within forty five (45) days of Riverbed's receipt of such notice, Riverbed shall provide the channel partner with a credit equal to the amount of any unused prepaid support fees received by Riverbed for the support contract covering such Old Product from the date of such notice through the end of such pre-paid support term. End User should contact the applicable channel partner regarding such credit.

The Trade Up Program is subject to change or termination at any time, without notice, by Riverbed. All Trade Up transactions are subject to Riverbed's approval. These terms and conditions are deemed made and performed entirely within California and aregoverned by California law (without reference to conflicts of laws provisions). If any clause or portion thereof is found to be unenforceable, it will be modified or excised to the minimum extent so that this Agreement shall otherwise remain in full force and effect. End User's rights and obligations are not assignable or transferable without the prior written consent of Riverbed.